Rubicon Minerals Announces Details of its Hybrid 2020 Annual General and Special Meeting of Shareholders and Proposed Corporate Name Change to Battle North Gold Corporation
TSX: RMX | OTCQX: RBYCF
TORONTO, May 19, 2020 /CNW/ - Rubicon Minerals Corporation (TSX: RMX | OTCQX: RBYCF) ("Rubicon" or the "Company") provides details of its upcoming Hybrid Annual General and Special Meeting of Shareholders (the "Meeting") on Monday, June 22, 2019 at 10:00 am (Toronto time). We respectfully encourage you to attend the Meeting via the live audio webcast at https://web.lumiagm.com/224955177. For the registered shareholders and duly appointed proxyholders that are unable to access the online live audio webcast, the physical location of the Meeting will be at 121 King Street West, Suite 1760, Toronto, Ontario, Canada M5H3T9.
2020 Annual General and Special Meeting of Shareholders
At the Meeting, shareholders will, in summary, be asked to consider the following matters, all as more particularly described in the Company's management information circular for the Meeting (the "Circular"), a copy of which has been distributed and can otherwise be obtained as provided below:
- the audited consolidated financial statements of the Company for the financial year ended December 31, 2019, together with the report of the auditors thereon;
- appointment of PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year and authorization to fix their remuneration;
- election of directors of the Company for the ensuing year;
- a special resolution approving a change of the Company's name to "Battle North Gold Corporation" (see below for further discussion);
- a special resolution approving replacement of the Company's current Articles, in their entirety, with new Articles;
- an ordinary resolution approving the Company's Share Purchase Plan for employees and directors of the Company; and
- such other business as may properly come before the Meeting or any adjournment or postponement thereof.
The Company has used the notice-and-access model provided under National Instrument 54-101 ("Notice and Access") for the delivery of the Circular, the Company's Audited Consolidated Financial Statements and the Management's Discussion & Analysis for the financial period ended December 31, 2019 (the "Meeting Materials"), to its shareholders.
On May 15, 2020, the Company mailed paper copies of the Meeting Materials to those registered and beneficial shareholders who have previously elected to receive paper copies of the Company's meeting materials. All other shareholders will receive a notice and access notification, which will contain information on how they may access the Meeting Materials electronically in advance of the Meeting. The Meeting Materials are also available on the Company's website at https://rubiconminerals.com/Investor-News/Events-Annual-Meeting/default.aspx and will remain on the website for one full year thereafter. Meeting Materials are also available under the Company's profile on SEDAR at www.sedar.com.
To request a copy of the Meeting Materials in advance of the proxy deposit date and Meeting date, requests for printed copies must be received at least ten business days in advance of the proxy deposit date (i.e., by June 4, 2020) and time set out in the accompanying form of proxy or voting instruction form. Shareholders receiving a proxy form may make this request, without charge, by calling the toll‑free number +1-866-962-0498 in North America or +1-514-982-8716 outside of North America and entering their control number as indicated on their proxy (15‑digit control number). Shareholders receiving a voting instruction form may make this request, without charge, by calling the toll‑free number +1-877-907-7643 in North America or +1-905-507-5450 outside of North America and entering the control number indicated on their voting instruction form (16‑digit control number). To ensure you receive the Meeting Materials in advance of the proxy deposit date and Meeting date, all requests must be received no later than June 4, 2020.
We remind shareholders that due to current circumstances surrounding the COVID-19 pandemic we are respectfully encouraging shareholders to attend the Meeting online via the live audio webcast. The COVID-19 pandemic remains a very fluid situation and we will continue to monitor the latest information and recommendations from our Government bodies. In the event the health and safety of our shareholders dictate, we may elect to hold the Meeting in virtual format, in which case we will advise the public accordingly in advance via press release. Shareholders who do not plan to attend the Meeting in person, either online or physically, are requested to read the information on the reverse of their form of proxy form or voting instruction form, as applicable, and then to complete, date, sign and deposit the form of proxy or voting instruction form in accordance with the instructions set out in the Circular and the form of proxy or voting instruction form.
Proposed Corporate Name Change to Battle North Gold Corporation
The Company is proposing to change the corporate name to Battle North Gold Corporation. The purpose of the name change is to better reflect the Company's culture of perseverance, determination, and resilience, as part of the Northern Ontario community of Red Lake, and to provide a fresh perspective on the Company's significant accomplishments in recent years and its renewed long-term potential. The Company also plans on changing name of the Phoenix Gold Project to the Bateman Gold Project (the "Project").
George Ogilvie, President and CEO of the Company stated, "In the last three and a half years, we have significantly de-risked the Project and anticipate delivering a Feasibility Study in the second half of this year. With our Project continuing to advance in a positive direction, we believe now is the appropriate time to change the name of the Company and the Project. Embodying our culture of perseverance, determination, and resilience, and representing our Northern Ontario community of Red Lake, we propose changing the Company's corporate name to Battle North Gold Corporation and the Project's name to the Bateman Gold Project. We believe the new names, combined with the anticipated delivery of a Feasibility Study, provides the markets with a fresh perspective on the significant accomplishments we have achieved during my tenure and the possible upside and long-term potential of our Company."
We are a uniquely positioned Canadian gold developer in the prestigious Red Lake Gold Camp, in one of the safest mining jurisdictions in the world. We believe our strong management team with extensive underground mining experience, our significant new infrastructure, our C$690 million in tax loss pools, our large land package in the Red Lake, and the potential to deliver a positive Feasibility Study for the Project puts us in a position to potentially deliver both near- and long-term value to our shareholders. We thank you for your continued support over the years and look forward to an exciting year for the Company."
About Rubicon Minerals Corporation
Rubicon Minerals Corporation is an advanced gold exploration company that owns the Phoenix Gold Project, located in the prolific Red Lake gold district in northwestern Ontario, Canada. Additionally, Rubicon controls the second largest land in Red Lake consisting of over 285 square kilometres of prime, strategic exploration ground, and more than 900 square kilometres of mineral property interests in the emerging Long Canyon gold district that straddles the Nevada-Utah border in the United States. Rubicon's shares are listed on the Toronto Stock Exchange (RMX) and the OTCQX markets (RBYCF). For more information, please visit our website at www.rubiconminerals.com.
RUBICON MINERALS CORPORATION
George Ogilvie, P.Eng.
President, CEO, and Director
Cautionary Statement regarding Forward-Looking Statements and other Cautionary Notes
All statements, other than statements of historical fact, contained or incorporated by reference in this news release constitute "forward-looking statements" and "forward looking information" (collectively, "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipated", "assumption", "believe", "de-risked", "direction", "emerging", "feasibility", "forward", "future", "indicated", "inferred", "may", "measured", "plan", "positioned", "possible", "potential", "project", "proposed", "risk", "strategic", "study", "upcoming", "upside", "viability" and "will", or variations of such words, and similar such words, expressions or statements that certain actions, events or results can, could, may, should, will (or not) be achieved or occur in the future. In some cases, forward-looking information may be stated in the present tense, such as in respect of current matters that may be continuing, or that may have a future impact or effect. Forward-looking statements include, but are not limited to statements regarding the details of the Annual General and Special Meeting of Shareholders including timing, format and location and business of the meeting; the delivery and details of a Feasibility Study for the Project; the feasibility and commercial viability of the Project; availability of tax pools; and our potential to deliver value to shareholders.
Forward-looking statements are based on the assumptions, estimates, expectations and opinions of management, which management considers reasonable and represent its best judgment based on available facts, as of the date such statements are made. If such assumptions, estimates, expectations and opinions prove to be incorrect, actual and future results may be materially different than expressed or implied in the forward-looking statements. The assumptions, estimates, expectations and opinions referenced, contained or incorporated by reference in this news release which may prove to be incorrect include those set forth herein, and in the Company's Management's Discussion and Analysis for the quarter ended March 31, 2020 (the "Q1 2020 MD&A") and the accompanying financial statements, and Technical Report for the Project filed on January 16, 2020 (the "2020 Technical Report"), all available under the Company's profile at www.sedar.com and on its website at www.rubiconminerals.com.
Forward-looking statements are inherently subject to known and unknown risks, uncertainties, contingencies and other factors which may cause the actual results, performance or achievements of Rubicon to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties, contingencies and factors include, among others: gold price fluctuations; possible variations in mineralization, grade or recovery or throughput rates; uncertainty of Mineral Resource estimates; inability to realize exploration potential, mineral grades and mineral recovery estimates; actual results of exploration activities including their impact; delays in completion of exploration and other drilling or plans, and any studies, including the anticipated feasibility study, for any reason including insufficient capital and other risks, uncertainties, contingencies and factors identified herein; labour issues at the Company or third parties, such as government and regulatory agencies, suppliers and service providers, including labour shortages and/or work curtailments or stoppages as may result from COVID-19; conclusions of economic or geological evaluations including the 2019 PEA, and the anticipated feasibility study and any other studies (including the timing of their completion); changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; accidents and other risks of the mining industry; delays and other risks related to operations; the ability to obtain and maintain permits and other regulatory approvals (as well as the timing and terms thereof) and to comply with such permits, approvals and other applicable regulatory requirements; the ability of Rubicon to comply with its obligations under material agreements including its current loan facility and other financing agreements; the availability of financing for proposed programs and working capital requirements on reasonable terms and in a timely manner; the ability to meet, repay, or refinance, or replace, or renegotiate current and future debt obligations on reasonable terms and in a timely manner including the current loan facility and closure and reclamation surety bond; risks associated with the ability to retain key executives and key operating personnel; cost of environmental expenditures and potential environmental liabilities; relations with local communities including First Nations; failure of plant, equipment or processes to operate as anticipated; cost of supplies; market conditions and general business, economic, competitive, political and social conditions; our ability to generate sufficient cash flow from operations or obtain adequate financing to fund our capital expenditures and working capital needs and meet our other obligations; the volatility of our stock price, and the ability of our common stock to remain listed and traded on the TSX; epidemics, pandemics and other public health crises, including COVID-19 or similar such viruses; and the "Risk Factors" in the Company's annual information form dated March 27, 2020 ("2020 AIF") as well as the risks, uncertainties, contingencies and other factors identified in the 2020 Technical Report and the Q1, 2020 MD&A and accompanying financial statements, all of which are available under the Company's profile at www.sedar.com and on its website at www.rubiconminerals.com. The foregoing list of risks, uncertainties and other factors is not exhaustive; readers should consult the more complete discussion of Rubicon's business, financial condition and prospects that is provided in the 2020 AIF.
The forward-looking statements contained or incorporated by reference herein are expressly qualified by these Cautionary Statements as well as the Cautionary Statements in the 2019 MD&A, the 2019 AIF and the 2020 Technical Report. Forward-looking statements contained herein are made as of the specified and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable laws.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release
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